Bynd Meet Ipo Sec

Bynd meet ipo sec

Bynd meet ipo sec

As filed with the Securities and Exchange Commission on November 16, 2018.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BEYOND MEAT, INC.

(Exact Name of Registrant as Specified in Its Charter) 

1325 E.

El Segundo Blvd.

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El Segundo, CA 90245

(866) 756-4112

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) 

Ethan Brown

President and Chief Executive Officer

Beyond Meat, Inc.

1325 E. El Segundo Blvd.

El Segundo, CA 90245

(866) 756-4112

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Bynd meet ipo sec

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  

¨

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes            shares of common stock issuable upon exercise of the Underwriters’ option to purchase additional shares.

See “Underwriting.”

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


The information in this preliminary prospectus is not complete and may be changed.

We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2018

                 Shares

Common Stock

This is the initial public offering of shares of common stock of Beyond Meat, Inc.

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Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $     and $     per share.

We have applied to list our common stock on the Nasdaq Global Market under the symbol “BYND.”

We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk.

See the section entitled “Risk Factors” beginning on page 14 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.

Any representation to the contrary is a criminal offense.

___________________

(1)

See “Underwriting” for additional disclosure regarding underwriting discounts and commissions and estimated offering expenses.

We have granted the underwriters a 30-day option to purchase up to               additional shares of common stock from us at the initial public offering price less the underwriting discounts and commissions, solely to cover the underwriters’ option to purchase additional shares.

The underwriters expect to deliver the shares of common stock to purchasers on or about               , 2018.

Prospectus dated               , 2018         






Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared.

Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

Bynd meet ipo sec

The information contained in this prospectus is current only as of its date.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.


INDUSTRY AND MARKET DATA

This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our products.

Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed below, our internal research and knowledge of the meat industry and plant-based protein market.

This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us. 

Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed below.

In some cases, we do not expressly refer to the sources from which this data is derived.

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In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Fitch Solutions Macro Research

, a division of Fitch Solutions (“Fitch Research”), research data, August 6, 2018;

Fitch Research, research data, August 13, 2018;

Mintel Group Ltd., US Non-Dairy Milk Market Report, September 2017 (the “Mintel Report”);

The World Resources Institute, Creating a Sustainable Food Future, 2013 (the “WRI Report”);

The Organisation for Economic Cooperation and Development (“OECD”),

Meat consumption (indicator).

doi: 10.1787/fa290fd0-en (Accessed on 13 October 2018);

The World Health Organization (“WHO”),

Q&A on the carcinogenicity of the consumption of red meat and processed meat, October 2015

;

Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change (Core Writing Team, R.K.

Pachauri and L.A. Meyer (eds.)).

Bynd meet ipo sec

Intergovernmental Panel on Climate Change (“IPCC”), Geneva, Switzerland, 151 pp. (the “IPCC Report”);

Livestock’s Long Shadow-Environmental Issues and Options, Food and Agriculture Organization (“FAO”), 2006;

Key, Timothy J.

Bynd meet ipo sec

et al., Diet, nutrition and the prevention of cancer, Scientific background papers of the joint WHO/FAO expert consultation, Geneva, 28 January - 1 February 2002, Public Health Nutrition, Vol 7, No. 1(A), Supplement 1001, February 2004

;

Plant Based Foods Association, 2018 Retail Sales Data for Plant-Based Foods (the “PBFA Report”);

Plant Based Diet Associated with Less Heart Failure Risk Report, presented at the American Heart Association scientific meeting, November 13, 2017;

U.S.

SEC Filings

Bureau of Labor Statistics,

Unemployment Rate for Columbia, Missouri (August 2018);


Heller, Martin C. and Keoleian, Gregory A. (2018) “Beyond Meat’s Beyond Burger Life Cycle Assessment: A detailed comparison between a plant-based and an animal-based protein source.” CSS Report

no.18-10

, University of Michigan: Ann Arbor 1-38; and

Reprinted from Water Resources and Industry, Volumes 1–2, March–June 2013, P.W.

Gerbens-Leenes, M.M. Mekonnen, A.Y. Hoekstra, The water footprint of poultry, pork and beef: A comparative study in different countries and production systems, Page No. 26, Copyright (2013), with permission from Elsevier (the “WRI Water Report”).


PROSPECTUS SUMMARY

This summary highlights certain significant aspects of our business and this offering and is a summary of information contained elsewhere in this prospectus.

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This summary does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our financial statements and related notes thereto included in this prospectus, before making an investment decision.

Overview

Beyond Meat is one of the fastest growing food companies in the United States, offering a portfolio of revolutionary plant-based meats.

We build meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional benefits of eating our plant-based meat products.

Our brand commitment, “Eat What You Love

,” represents our strong belief that by eating our plant-based meats, consumers can enjoy more, not less, of their favorite meals, and by doing so, help address concerns related to human health, climate change, resource conservation and animal welfare.

The success of our breakthrough innovation model and products has allowed us to appeal to a broad range of consumers, including those who typically eat animal-based meats, positioning us to compete directly in the $1.4 trillion global meat industry.

To capture this broad market opportunity, we have developed three core plant-based product platforms that align with the largest meat categories globally: beef, pork and poultry. We create our plant-based products using proprietary scientific processes that determine the architecture of the animal-based meat we are seeking to replicate and then we assemble it using plant-derived amino acids, lipids, trace minerals and water.

We are focused on continually improving our products so that they are, to the human sensory system, indistinguishable from their animal-based counterparts.

Our flagship product is The Beyond Burger, the world’s first 100% plant-based burger merchandised in the meat case of grocery stores.

The Beyond Burger is designed to look, cook and taste like traditional ground beef. Our products are currently available in approximately 28

,000

points of distribution primarily in the United States as well as several other countries, across mainstream grocery, mass merchandiser and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools.

Bynd meet ipo sec

We enjoy a strong base of well-known retail and foodservice customers that continues to grow.

Research

,

development and innovation are core elements of our business strategy and we believe they represent a critical competitive advantage for us.

Through our Rapid and Relentless Innovation Program, our team of scientists and engineers focuses on making continuous improvements to our existing product formulations and developing new products across our plant-based beef, pork and poultry platforms.

Our state-of-the-art Manhattan Beach Project Innovation Center in El Segundo

,

California brings together leading scientists from chemistry, biology, material science, food science and biophysics disciplines who work together with process engineers and culinary specialists to pursue our vision of perfectly building plant-based meat.

We have experienced strong revenue growth over the past few years, increasing our net revenues from $8.8 million in 2015 to $32.6 million in 2017, representing a 92

%

compound annual growth rate

.

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We have generated losses since inception. Net loss in 2016 was $25.1 million compared to $30.4 million in 2017, an increase of $5.3 million, as we invested in innovation and the growth of our business.

In the nine months ended September 29, 2018, our net revenues were

$56.4 million

, a 167% increase from $21.1 million in the nine months ended September 30, 2017.

For the nine months ended September 29, 2018, our net loss was

$22.4 million

. Going forward, we intend to continue to invest in innovation, supply chain capabilities, manufacturing and marketing initiatives as we believe the demand for our products will continue to accelerate across both retail and foodservice channels as well as internationally

.


The Beyond Meat Strategic Difference

Unique Approach to the Product

We employ a revolutionary and unique approach to create our products

,

with a goal of delivering the same satisfying taste, texture and aroma as the animal-based meats we seek to replicate.

In our Manhattan Beach Project Innovation Center

,

our scientists and engineers continuously improve our products to replicate the sensory experience of animal-based meat

.

Through our investment in innovation, we have pioneered products like The Beyond Burger and Beyond Sausage, which we believe closely replicate the sensory experience of meat—from the look of the package and raw product, to the sizzle on the grill, to the juicy and protein-packed satisfaction of biting into a “meaty” burger or sausage.

Unique Approach to the Market

Our breakthrough product innovations have enabled a paradigm shift in both marketing and target audience—tapping into the curious and enthusiastic pull from mainstream consumers for delicious and satisfying yet better-for-you plant-based meats

. At

one of the nation’s largest conventional grocers, Kroger

, 93% of Beyond Burger buyers over the 26-week period ended June 30, 2018 also purchased animal protein during the same period, which evidences Beyond Meat’s appeal to meat-loving consumers.

Instead of marketing and merchandising The Beyond Burger to vegans and vegetarians (who represent less than 5% of the U.S.

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population), we request that the product be sold in the meat case at grocery retailers, where meat-loving consumers are accustomed to shopping for center-of-plate proteins. We believe merchandising in the meat case in the retail channel has helped drive greater brand awareness with our end consumers. The Beyond Burger is now carried by approximately 11,000 of our 17,000 grocery store customers across the United States.

Reflecting the strength and value of the Beyond Meat brand to its partners, many of our restaurant, hotel and other foodservice customers choose to prominently feature our brand name on their menu and within item descriptions, in addition to displaying Beyond Meat branded signage throughout their venue

.

We believe that we have established our brand as one with “halo” benefits to our partners, as evidenced by the speed of adoption by key partners.

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For example, Beyond Meat was the fastest new-product launch in the history of both A&W Canada and TGI Fridays, and a number of our key partners are investing their own resources to tap into our brand and product awareness. Our products are now carried by approximately 11,000 restaurant and foodservice outlets across the United States.

 

 

 

Delaware

2000

26-4087597

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S.

Employer
Identification Number)

 

Copies to:

 

Harold Yu, Esq.

Christopher J.

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Austin, Esq.

William L. Hughes, Esq.

Orrick, Herrington & Sutcliffe LLP

1000 Marsh Road

Menlo Park, CA 94025

(650) 614-7400

Mark J. Nelson

Chief Financial Officer, Treasurer and Secretary

Beyond Meat, Inc.

1325 E.

Corporate Profile

El Segundo Blvd.

El Segundo, CA 90245

(866) 756-4112

Cathy Birkeland, Esq.

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

(312) 876-7700

 

 

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

¨

 

 

Emerging growth company

x

Title of each class of

 securities to be registered

Proposed maximum aggregate

Amount of registration fee

Common Stock, par value $0.0001 per share

$100,000,000

$12,120

 

Beyond Meat, Inc.

 

 

 

Per Share

 

Total

Initial public offering price

 

$

 

$

Underwriting discounts and commissions

(1)

 

$

 

$

Proceeds, before expenses

 

$

 

$

 

 

 

 

Goldman Sachs & Co.

LLC

J.P. Morgan

Credit Suisse

 

 

 

 

 

BofA Merrill Lynch

Jefferies

 

 

 

 

 

William Blair